Results of Annual General Meeting held on 18 May 2018

PUBLISHED18 May 2018

Regulatory News Service

18 May 2018 17:30 BST

AstraZeneca PLC announced the results of the voting at its Annual General Meeting (AGM) today. As proposed in the Notice of AGM, all Resolutions were decided by poll vote. Resolutions 1 – 8 were passed as ordinary resolutions and resolutions 9 – 13 were passed as special resolutions.

RESOLUTION

VOTES FOR

% OF VOTES CAST

VOTES AGAINST

% OF VOTES CAST

VOTES CAST IN TOTAL

TOTAL VOTES CAST AS A % OF ISSUED SHARE CAPITAL

VOTES WITHHELD

1

To receive the Company’s Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2017

975,352,556

99.97

286,020

0.03

975,638,576

77.03%

2,190,628

2

To confirm dividends

973,207,907

99.66

3,276,414

0.34

976,484,321

77.09%

1,345,238

3

To reappoint PricewaterhouseCoopers LLP as Auditor

975,991,837

99.92

823,912

0.08

976,815,749

77.12%

1,010,316

4

To authorise the Directors to agree the remuneration of the Auditor

975,217,035

99.83

1,642,984

0.17

976,860,019

77.12%

966,821

5a

To re-elect Leif Johansson as a Director

965,159,252

98.78

11,893,311

1.22

977,052,563

77.14%

777,040

5b

To re-elect Pascal Soriot as a Director

976,561,635

99.96

423,451

0.04

976,985,086

77.13%

840,934

5c

To re-elect Marc Dunoyer as a Director

966,288,665

98.93

10,404,129

1.07

976,692,794

77.11%

1,131,405

5d

To re-elect Geneviève Berger as a Director

969,536,507

99.27

7,178,145

0.73

976,714,652

77.11%

1,111,156

5e

To re-elect Philip Broadley as a Director

976,367,428

99.97

321,290

0.03

976,688,718

77.11%

1,137,091

5f

To re-elect Graham Chipchase as a Director

881,989,499

92.80

68,391,901

7.20

950,381,400

75.03%

27,446,864

5g

To elect Deborah DiSanzo as a Director

976,385,364

99.97

318,846

0.03

976,704,210

77.11%

1,122,657

5h

To re-elect Rudy Markham as a Director

963,170,539

98.61

13,530,376

1.39

976,700,915

77.11%

1,129,638

5i

To elect Sheri McCoy as a Director

976,377,268

99.97

302,558

0.03

976,679,826

77.11%

1,148,061

5j

To elect Nazneen Rahman as a Director

975,580,506

99.89

1,085,775

0.11

976,666,281

77.11%

1,161,656

5k

To re-elect Shriti Vadera as a Director

974,721,822

99.80

1,938,806

0.20

976,660,628

77.11%

1,168,365

5l

To re-elect Marcus Wallenberg as a Director

728,805,452

77.48

211,832,691

22.52

940,638,143

74.26%

37,189,833

6

To approve the Annual Report on Remuneration for the year ended 31 December 2017

616,320,491

65.08

330,706,327

34.92

947,026,818

74.77%

30,798,857

7

To authorise limited political donations

951,435,712

97.85

20,941,516

2.15

972,377,228

76.77%

5,450,018

8

To authorise the Directors to allot shares

879,235,003

90.02

97,511,636

9.98

976,746,639

77.11%

1,081,345

9

To authorise the Directors to disapply pre-emption rights

964,350,714

98.99

9,859,917

1.01

974,210,631

76.91%

3,617,671

10

To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments

948,470,583

97.36

25,722,825

2.64

974,193,408

76.91%

3,633,732

11

To authorise the Company to purchase its own shares

964,157,201

98.76

12,138,730

1.24

976,295,931

77.08%

1,532,147

12

To reduce the notice period for general meetings

887,046,924

91.22

85,341,411

8.78

972,388,335

76.77%

5,438,953

13

To adopt new Articles of Association

962,268,146

99.00

9,709,546

1.00

971,977,692

76.74%

5,848,152

AstraZeneca is pleased to have received shareholder support for all resolutions proposed at the AGM, but is disappointed with the lower level of support received for its Annual Report on Remuneration for the year ended 31 December 2017.

AstraZeneca engaged with its major shareholders during 2017 and is disappointed that enhancements made to Remuneration Report disclosures and changes to the operation of the annual bonus scheme in response to shareholder feedback have not significantly improved the voting result.

The Remuneration Committee has already engaged with a number of shareholders to understand the reasoning behind their decisions not to support the Remuneration Report and will continue to engage with shareholders during 2018 to determine how best to address their concerns.

Issued capital

As at 16 May 2018, the number of issued shares of the Company was 1,266,635,735 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all of the resolutions at the AGM. In accordance with the Company’s Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

About AstraZeneca

AstraZeneca is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism and Respiratory. The Company also is selectively active in the areas of autoimmunity, neuroscience and infection. AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide.

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